SHIFTPIXY, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

Appointment of Christopher Sebes to Audit Committee

On March 30, 2021, the board of directors (the "Board") of ShiftPixy, Inc. ("we," "us" and "our") appointed Christopher Sebes to the Audit Committee. The Board's appointment was based on its determination that Mr. Sebes is independent and qualified to serve on the Audit Committee under the applicable rules, regulations and listing requirements of The Nasdaq Stock Market LLC and the U.S. Securities and Exchange Commission (the "SEC"). Mr. Sebes' appointment to the Audit Committee is effective as of March 30, 2021. Mr. Sebes was previously appointed to the Board on February 7, 2020.

Amendment to the ShiftPixy, Inc. 2017 Stock Option/Stock Issuance Plan

On March 31, 2021, we held our 2021 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, our shareholders approved an amendment to the ShiftPixy, Inc. 2017 Stock Option/Stock Issuance Plan (the "Plan"). The Plan was amended to, among other things, increase the total number of shares of common stock authorized for issuance thereunder by an additional 2,750,000 shares of common stock.

A detailed summary of the amendments to the Plan is set forth in our Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the SEC on February 9, 2021 (the "Proxy Statement") under the caption "Proposal No. 2--Approval of Amendments to the Company's 2017 Stock Option/Stock Issuance Plan." That detailed summary of the amendments to the Plan and the foregoing description of the amendment to the Plan are qualified in their entirety by reference to the full text of the Plan, as amended to date, which is filed hereto as Exhibit 10.1 and incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the holders of 16,190,975 shares of our common stock, or approximately 77.46% of our outstanding shares of common stock, were represented in person or by proxy and, therefore, a quorum was present. At the Annual Meeting, our shareholders considered six proposals, which are described briefly below and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.

Proposal 1 - Election of Directors

Our shareholders elected the following directors for one-year terms expiring at our 2022 Annual Meeting of Shareholders by the following votes:

Nominees            Shares Voted For   Shares Withheld
Scott W. Absher        13,763,866          69,557
Kenneth W. Weaver      13,478,766          354,657
Whitney J. White       13,477,651          355,772
Christopher Sebes      13,802,099          31,324
Amanda Murphy          13,761,502          71,921

Proposal 2 - Approval of Amendments to the Company's 2017 Stock Option/Stock Issuance Plan

Our shareholders voted to approve the amendments to the Plan and the award of certain stock option grants pursuant to the Plan as described in the Proxy Statement by the following votes:

Shares Voted For   Shares Voted Against   Abstentions
   13,358,227            463,285            11,911

Proposal 3 - Approval of an Amendment to Our Amended and Restated Articles of Incorporation

Our shareholders voted to approve the amendment to our Amended and Restated Articles of Incorporation as described in the Proxy Statement by the following votes:

Shares Voted For   Shares Voted Against   Abstentions
   13,778,975             44,787             9,661

Proposal 4 - Ratification of Independent Registered Public Accounting Firm

Our shareholders ratified the appointment of Marcum LLP as our independent auditors for the fiscal year ending August 31, 2021 by the following votes:

Shares Voted For   Shares Voted Against   Abstentions
   16,079,763             82,079            29,133

Proposal 5 - Approval of an Advisory Vote on the Compensation of our Named Executive Officers

Our shareholders voted to approve, on a non-binding, advisory basis, the compensation of our named executive officers (the "Say-On-Pay Vote"), as described in the Proxy Statement, by the following votes:

Shares Voted For   Shares Voted Against   Abstentions
   13,724,404             94,991            14,028

Proposal 6 - Approval of an Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers

Our shareholders voted to approve, on a non-binding, advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers (the "Say-On-Frequency Vote") by the following votes:

 3 Years     2 Years   1 Year    Abstentions
13,267,208   49,208    473,246     43,761

After taking into consideration the results of the Say-On-Frequency Vote at the Annual Meeting, the Board has determined to include Say-On-Pay Votes in our proxy materials every three years until the next required Say-On-Frequency Vote by the shareholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit
Number     Description
  10.1       ShiftPixy, Inc. 2017 Stock Option/Stock Issuance Plan (incorporated by
           reference to Appendix A of our Definitive Proxy Statement on Schedule
           14A, filed with the Securities and Exchange Commission on February 9,
           2021).

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